SEC adopts changes to filing fee payment methods, disclosure requirements and offsets


The United States Securities and Exchange Commission (SEC) has passed changes that allow new payment methods for filing fees, including automated clearing house (ACH) payments and debit and credit card payments ; revise most forms and schedules that require payment of filing fees so that the information needed to calculate filing fees is presented in a structured format; and update the rules relating to the distribution of administrative fees.

On October 13, 2021, the SEC adopted changes to allow convenient new forms of filing filing fees, so that filers can pay by wire transfers, ACH payments, and debit and credit cards issued by U.S. financial institutions. The changes also revise the content of the fee tables for most paid filings and will require these tables to be provided as a separate room to a depot and labeled in inline eXtensible Business Reporting Language (iXBRL). Finally, the changes will make it easier for depositors to reallocate filing fees between different categories of securities on a registration statement before it comes into effect.

Methods of payment of administrative fees

The SEC collects filing fees from companies engaging in certain transactions involving publicly offered securities, including offers of registered securities, take-over bids, and mergers and acquisitions. Under the current rules, filers can pay the deposit fee by wire transfer, paper check, or money order. The changes will allow filers to pay the filing fee using one of four options: wire transfer, ACH payments, and debit or credit cards issued by US financial institutions.

Unlike wire transfers, ACH payments will not be subject to a processing fee unless imposed by the reporting financial institution. To pay deposit fees by ACH payment, a depositor must include their central indexing key, which will avoid manual rerouting of deposit fee payments. ACH payments must be settled between one and three business days.

Credit card payments will be subject to a per day per deposit payment limit of $ 25,000. Debit and credit card payments will not incur a charge, unless charged by the card issuer, and should arrive in the SEC bank account the next business day or within 24 hours. hours, respectively.

Depositors will no longer be permitted to pay deposit fees by paper check or money order.

Contents of the table of filing fees and evidence

Currently, depositors provide information about deposit fees on the cover page of any paid deposit and in a ‘submission header’, which is part of how deposits are coded when uploaded into the. SEC Electronic Data Gathering, Analysis and Retrieval (EDGAR) service. database. The changes will require most paid forms, schedules, and statements to include the filing fee table in a new room, which requires more complete disclosure than the current filing fee tables. The basic form for the newly adopted Filing Fee Table is provided below, but this form will vary depending on the form, schedule or declaration filed. An “X” indicates a field to be completed.

Table 1: Newly registered and deferred securities

The amendments will also add a new section 601 (b) (107), the “Table of Filing Fees”, to Regulation SK.

Compensation of filing fees

In addition, the changes will revise some fee compensation rules and require disclosure of additional information related to expense compensation.

Rule 457 (b) currently allows a registrant to credit filing fees paid under one filing fee provision to those due under another, as long as those filing fees relate to the same transaction. The changes will allow a registrant to offset filing fees if the registrant increases the number of securities listed on a registration statement or adds one class of securities and also decreases the amount of another. The Amendments will provide that the registrant may file a pre-effective amendment which calculates the total filing fees due based on the then expected offer amounts, offer prices and filing fee rates. The registrant can then rely on rule 457 (b) to apply the amounts previously paid as part of the registration statement as a credit against the current total of the filing fee due.

The compensatory changes for filing fees do not apply to registrants who originally calculated their filing fee based on Rule 457 (o), because under Rule 457 (o) registrants do not are required to pay an additional filing fee for a pre-effective change only if there is an increase in the maximum aggregate offer price for all securities listed in the filing fee table.

The changes will also affect deposits made under Rule 415 (a) (6). Rule 415 (a) (6) allows registrants to carry over previously listed but unsold securities to a new registration statement, and to apply the filing fees previously paid for unsold securities to the new registration statement. . The changes will require disclosure of additional information, including the number of securities, or if the filing fee has been calculated based on Rule 457 (o), the maximum aggregate bid amount of previously registered securities, the file number of the previous registration declaration, the date of initial entry into force of the previous registration declaration and the filing fee previously paid.

The changes will also require disclosure of additional information regarding the compensation of fees under Rules 457 (b) and (p) and Rule 0-11 (a) (2), which allow depositors to credit or offset previously paid filing fees in certain circumstances. The changes will require that this information and details be provided in tabular form. The new disclosure table for this additional information is provided below.

Table 2: Claims and sources of compensation for costs

Table of filing fees iXBRL requirements

Changes will require the posting of filing fee data in iXBRL. The iXBRL markup will allow the automatic calculation of filing fees and allow the SEC to verify these fees when filings are uploaded to EDGAR. Up to three months after all depositors are required to comply with iXBRL marking requirements, EDGAR will accept deposits with filing fee issues, but these deposits will be reported for follow-up by SEC staff. Approximately three months after the universal compliance date of July 31, 2025, EDGAR will no longer accept deposits with deposit fee issues. The precise deadline has not been determined.

Scope of changes

The changes discussed above regarding the content of filing fees, the new filing fee exhibit and iXBRL will apply to the following forms and schedules: Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10 and prospectus forms filed in accordance with Rule 424; Annexes 13E-3, 13E-4F, 14A, 14C, TO and 14D-1F; declarations filed under Rule 13e-1; and forms N-2 and N-14.

Effective dates

New payment methods will be available on, and paper checks and money orders will no longer be available to pay filing fees as of May 31, 2022. iXBRL tagging requirements will be required for large expedited filers as of July 31 2024, and for other applicants on July 31, 2025, although applicants may begin to voluntarily file the iXBRL mark for filing fees approximately six months prior to July 31, 2023. The rest of the changes will take effect on January 31, 2022.

Impact of changes

While adopting these changes may require depositors to include additional information regarding the calculation of filing fees, the revised form and iXBRL requirements will reduce the risk of error, and the ability to pay by credit card and ACH. will help alleviate potential headaches for depositors. keen to see the filing fees get to the SEC quickly enough to allow for timely filings.

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